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US Pre-Market SEC Filings Roundup — September 21, 2026

USA Before-Market Intelligence

By Gunpowder Editorial ·

21 high priority 29 medium priority 50 total filings analysed

Executive Summary

This pre-market digest covers 50 filings from the overnight period, revealing a market bifurcated between aggressive capital raising and significant legal/operational risks. Key themes include a surge in IPOs and equity financings (ADARx, Orion180, Fast Finance Pay, AIAI Holdings) alongside notable insider selling at Sea Ltd and a major legal judgment against Bioceres.

Period-over-period data highlights ADARx's explosive 1,287.5% YoY collaboration revenue growth, but this is overshadowed by a 43.9% widening net loss. The most critical development is the Skyworks/Qorvo merger progressing with strong bondholder support (91-93% tendered), while HP's negative PC volume guidance signals headwinds for the tech hardware sector. Overall, the market is showing a high appetite for growth capital, but investors must carefully weigh this against mounting legal liabilities and insider profit-taking.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: S-1 · 8-K · DEFM14A · S-3 · 425 · 13F · Form 4

Tracking the trend? Catch up on the prior US Pre-Market SEC Filings Roundup digest from September 16, 2026.

Investment Signals (10)

  • Collaboration revenue surged 1,287.5% YoY to $2.9M, driven by the AbbVie partnership, but net loss widened 43.9% to $48.4M. The $397M IPO proceeds provide a multi-year runway for clinical programs

  • CPO Chen Jingye sold $2.1M of Class A shares at ~$101.88 under a 10b5-1 plan, reducing holdings significantly. This is a bearish signal from a key executive despite the stock's strength

  • Skyworks/Qorvo Merger (BULLISH)
    ▲

    91.25% of 2029 notes and 93.33% of 2031 notes have been tendered, indicating strong bondholder support for the merger. This de-risks the deal's completion, a positive for both stocks

  • HP Inc ↓ (BEARISH)
    ▲

    Preliminary planning assumption of mid-single-digit PC unit volume decline in CY2027, citing fluid market conditions. This negative forward-looking statement signals headwinds for the PC supply chain

  • IPO priced at $12.00, raising $224.4M. Founder retains 93.9% voting power, creating a controlled company structure with significant governance risks for minority holders

  • Secured a $200M equity financing facility with B. Riley at a 3% VWAP discount. This provides substantial capital for growth but creates significant potential dilution for existing shareholders [NEUTRAL/BEARISH]

  • Supreme Court of NY granted summary judgment on damages in a lawsuit, including per diem interest and $1.4M in costs. The company intends to appeal, creating a material legal overhang

  • ▲

    Priced a $1.0B 0% convertible note offering due 2031, with $99.9M allocated to capped calls to reduce dilution. The massive capital raise signals aggressive growth and M&A ambitions

  • Multiple executives (CEO, CFO, CTO) were awarded restricted stock units, signaling internal alignment and retention. CEO Wat Joey received the largest grant (1,433 RSUs total)

  • ▲

    Filed definitive proxy for merger vote on Oct 27, 2026. The board unanimously recommends approval, and the deal is expected to close pending shareholder vote

Risk Flags (9)

  • A $1.4M+ damages award with per diem interest from July 23, 2026, creates significant financial uncertainty. The company's intention to appeal does not remove the immediate liability risk

  • Faces both a Cayman Islands shareholder petition for a buyout/winding up and a US securities class action. The lead plaintiff deadline of Nov 9, 2026, will be a key catalyst for the class action

  • The preliminary planning assumption of a mid-single-digit PC unit decline in CY2027 is a clear negative signal for the PC industry. This could trigger a sector-wide de-rating

  • Independent auditor expressed substantial doubt about the company's ability to continue as a going concern. The $12.5M IPO is critical for survival, but the business model remains unproven

  • Ongoing SEC and DOJ investigations, combined with material weaknesses in internal controls, present severe regulatory and operational risks. The shift to robotics adds execution complexity

  • Reported a net loss of R$90M for FY2026, yet is proposing R$30M in interim dividends. This dividend payout during a loss-making period is a red flag for financial discipline

  • Shareholders approved a reverse stock split (1:2 to 1:12) to regain compliance with Nasdaq listing requirements. The stock price remains under pressure, making delisting a real possibility

  • The $200M equity facility with B. Riley at a 3% discount to VWAP, while providing capital, creates a persistent overhang of potential dilution, especially given the 19.99% exchange cap

  • ▼

    The company increased its at-the-market offering, signaling a need for capital. The lack of disclosed financial results or operational metrics makes it difficult to assess the company's health

Opportunities (8)

  • The $397M IPO with AbbVie as a 4.9% strategic investor provides a strong validation. The 1,287.5% YoY revenue growth, while from a small base, shows the partnership is gaining traction. Watch for clinical data readouts

  • The $1.0B 0% coupon note is a highly favorable financing structure. The capped call transactions limit dilution, and the proceeds earmarked for growth/M&A provide a clear catalyst for the stock

  • The business combination with Constellation Acquisition Corp I values the McDermitt Lithium Project at $500M equity value. With a $14M minimum cash condition and committed financing, this is a pure-play lithium opportunity

  • The appointment of Fabrice Brégier (ex-Airbus, ex-Palantir) as Board Chair brings world-class aerospace and AI expertise. This signals a strategic pivot towards commercialization and could unlock value

  • CEMEX & OMA / Unusual Volume Inquiry (OPPORTUNITY)
    ◆

    Both companies responded to Mexican exchange inquiries about unusual trading volume, stating they are unaware of the cause. This could indicate undisclosed M&A or strategic interest, warranting close monitoring

  • Poste Italiane now controls 66.627% of Telecom Italia, making it the indirect controlling shareholder of TIM Brasil. This could lead to strategic changes, asset sales, or a full takeover bid, creating value for minority holders

  • The firm's $497M portfolio is heavily weighted in Dimensional ETFs, suggesting a systematic, factor-based investment approach. This provides a transparent view into institutional positioning

  • The TP26 project returned a 91.95m intersection of 0.34% WO3 (tungsten). While low-grade, the long intercept suggests a bulk-tonnage potential, which could be attractive if tungsten prices rise

Sector Themes (6)

  • Surge in Equity Capital Raising
    ◆

    4 companies (ADARx, Orion180, Fast Finance Pay, AIAI Holdings) are tapping public markets for capital, raising a combined ~$734M. This indicates a favorable window for IPOs and secondary offerings, particularly for growth-stage and cash-burning companies.

  • Legal & Regulatory Overhang Intensifying
    ◆

    Three companies (Bioceres, Ryde Group, Faraday Future) face material legal or regulatory challenges, including a summary judgment, a class action, and SEC/DOJ investigations. This is a significant risk theme for small-cap and foreign issuers.

  • Insider Activity Divergence
    ◆

    While Sea Ltd's CPO is selling, Yum China's entire C-suite is receiving equity grants. This divergence suggests confidence in Yum China's long-term prospects versus profit-taking at Sea Ltd, potentially signaling a peak in e-commerce valuations.

  • Tech Hardware Headwinds from HP Guidance
    ◆

    HP's negative PC volume outlook for CY2027 is a leading indicator for the broader tech hardware sector. This could pressure suppliers like Intel, AMD, and memory makers, creating a cautious stance on the PC supply chain.

  • M&A and Strategic Realignment
    ◆

    The Skyworks/Qorvo merger is progressing with strong bondholder support, while Poste Italiane's control of TIM Brasil and the CBIZ merger vote signal active M&A markets. This theme is creating both arbitrage and strategic repositioning opportunities.

  • Governance Risks in New Listings
    ◆

    Both Orion180 and Fast Finance Pay are structured as 'controlled companies' with insiders holding >90% voting power. This pattern in new IPOs raises governance concerns for minority investors, who have limited ability to influence outcomes.

Watch List (8)

  • Lead plaintiff deadline is November 9, 2026. The outcome will determine the scope of the lawsuit and potential financial liability. Monitor for any settlement announcements or motions to dismiss.

  • Special meeting of stockholders on October 27, 2026, to vote on the merger with Viking ParentCo. The outcome is critical for the stock's valuation and future strategy.

  • Annual and Extraordinary General Meeting on October 21, 2026. Key items include the merger of Agrifirma Agro and dividend approval. The vote will signal shareholder sentiment on management's capital allocation.

  • The reopened acceptance period runs from September 21 to September 25, 2026. The final tender results will determine Poste Italiane's ownership stake and potential for a full squeeze-out.

  • The company intends to appeal the summary judgment. Watch for the filing of the appeal and any subsequent court decisions, which will be key to assessing the ultimate financial impact.

  • The board has two years to effect the reverse split (1:2 to 1:12). The timing and exact ratio will be critical for the stock's ability to regain Nasdaq compliance and avoid delisting.

  • The company's guidance is tied to fluid market conditions in H2 2026. Monitor industry PC shipment data from IDC/Gartner for confirmation or denial of the mid-single-digit decline forecast.

  • The extraordinary general meeting of Constellation Acquisition Corp I will be a key catalyst. The $14M minimum cash condition is a critical threshold to watch.

Filing Analyses (50)
ADARx Pharmaceuticals, Inc. S-1/A mixed materiality 8/10

21-09-2026

ADARx Pharmaceuticals, Inc. amended its S-1 registration statement for a proposed initial public offering of 21,875,000 shares at an assumed midpoint price of $16.00 per share, alongside a concurrent private placement to AbbVie Inc. of up to $100.0 million. Estimated net proceeds are approximately $397.1 million, or $445.9 million if the underwriters fully exercise their option, supporting development of multiple clinical programs. For the six months ended June 30, 2026, collaboration revenue increased 1,287.5% year over year to $2,886 thousand, but operating expenses rose 52.6% to $59,833 thousand and net loss widened 43.9% to $48,426 thousand.

  • · AbbVie is expected to own approximately 4.9% of ADARx’s outstanding common stock after the offering and private placement.
  • · The proposed Nasdaq Global Select Market symbol is ADRX.
  • · ADARx effected a 1-for-1.1717 reverse stock split on September 17, 2026.
  • · The underwriters’ additional-share option is exercisable for 30 days.
  • · The company expects to use proceeds for Phase 2 and Phase 3 development of agazisiran, completion of the Phase 3 STOP-HAE trial for onvuzosiran, and Phase 1 or Phase 2 development of ADX-626, ADX-077 and ADX-199.
  • · Total liabilities were $349762 thousand and total stockholders’ deficit was $251052 thousand on an actual basis as of June 30, 2026.
  • · The filing date was September 21, 2026, and the registration statement number is 333-298782.
HP INC 8-K negative materiality 6/10

21-09-2026

HP Inc. filed an 8-K on September 21, 2026, disclosing that it remains in its planning period for fiscal 2027 and is not yet providing financial guidance for that year. The company's preliminary planning assumption, consistent with third-party industry forecasts, is that industry-wide PC unit volumes will decline roughly mid-single-digits in percentage terms in calendar 2027 versus calendar 2026. HP cautioned that this assumption depends on fluid market conditions in the second half of calendar 2026 and is subject to change.

  • · HP is not providing financial guidance for fiscal 2027 in this report.
  • · The planning assumption is dependent on market performance in the second half of calendar 2026, which remains fluid.
  • · The filing is furnished under Regulation FD and is not deemed 'filed' for Exchange Act purposes.
  • · The report was signed by Whitney Cox, SVP, Deputy General Counsel, Corporate and Corporate Secretary.
Knightscope, Inc. 8-K neutral materiality 3/10

21-09-2026

Knightscope, Inc. filed a prospectus supplement on September 21, 2026 to increase the maximum number of shares of Class A common stock issuable under its existing At The Market Offering Agreement with H.C. Wainwright & Co., LLC. The filing does not disclose the specific increase in share count or offering amount, and no financial results or operational metrics are provided.

  • · The prospectus supplement relates to the Company's existing Registration Statement on Form S-3 (File No. 333-286404), declared effective on April 11, 2025.
  • · The At The Market Offering Agreement was originally dated February 1, 2023.
  • · A legal opinion from Haynes and Boone, LLP is filed as Exhibit 5.1.
AIAI Holdings Corp 8-K neutral materiality 7/10

21-09-2026

AIAI Holdings Corp entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC, giving the company the right (but not obligation) to sell up to $200,000,000 of newly issued Class A common stock over a 36-month period at a 3.0% discount to VWAP. The agreement provides AIAI with a flexible, at-the-market equity financing facility, with proceeds planned for working capital and general corporate purposes. However, the facility is subject to a 19.99% exchange cap (14,125,485 shares) unless the average price per share equals or exceeds $3.33, and the company has no obligation to sell any shares under the agreement.

  • · The purchase price for Market Open Purchases and Intraday Purchases is determined by VWAP minus a fixed 3.0% discount.
  • · There is no upper limit on the price per share B. Riley could be obligated to pay.
  • · B. Riley has agreed not to engage in any short sales or hedging transactions that establish a net short position in AIAI common stock during the term of the agreement.
  • · The Exchange Cap of 14,125,485 shares may be exceeded if stockholder approval is obtained or if the average price per share paid by B. Riley equals or exceeds $3.33.
  • · The agreement prohibits AIAI from entering into another equity line of credit or at-the-market offering with a third party during the term.
  • · The Purchase Agreement terminates automatically upon the earliest of: 36-month anniversary of Commencement Date, full $200M purchase, delisting for one trading day, 30th trading day after an undischarged bankruptcy filing, or appointment of a bankruptcy custodian.
  • · AIAI may terminate the agreement at any time after Commencement with 10 trading days' notice at no cost or penalty.
WESCO INTERNATIONAL INC 8-K neutral materiality 5/10

21-09-2026

WESCO International Inc. entered into a Ninth Amendment to its Fourth Amended and Restated Credit Agreement, adding $125 million in incremental revolving commitments from new lenders. The amendment, effective September 17, 2026, also modifies certain provisions of the credit agreement and reaffirms existing security and guarantees. No defaults or material adverse changes were reported.

  • · The amendment was entered into on September 17, 2026, and filed on September 21, 2026.
  • · The incremental revolving commitments are provided by lenders listed on Exhibit C and become part of the U.S. Commitments and Revolver Facility.
  • · All existing Loan Parties reaffirmed their guarantees and security interests remain in full force.
  • · The company represented that no Default or Event of Default existed immediately before and after giving effect to the amendment.
GOLAR LNG LTD 6-K neutral materiality 1/10

21-09-2026

Golar LNG Limited filed a Form 6-K with the SEC on September 21, 2026, indicating the issuance of a press release on the same date. The filing is a routine foreign private issuer report and does not contain financial results or material operational updates.

Zhihu Inc. 6-K neutral materiality 1/10

21-09-2026

Zhihu Inc. filed a Form 6-K with the SEC for September 2026, attaching five Next Day Disclosure Returns dated September 14–18, 2026. The filing is a routine foreign issuer report and does not contain any financial results, material events, or operational updates.

AIR Holdings Ltd 6-K neutral materiality 5/10

21-09-2026

AIR Global PLC, through its wholly owned subsidiary AIR Limited, announced on September 21, 2026, a proposed offering of senior unsecured notes under Rule 144A and Regulation S. The offering is subject to market conditions, and the press release was furnished as Exhibit 99.1 to the Form 6-K. No financial terms, such as principal amount or interest rate, were disclosed in the filing.

  • · The offering is proposed under Rule 144A and Regulation S of the U.S. Securities Act of 1933.
  • · The notes are to be issued by AIR Limited, a direct, wholly owned subsidiary of AIR Global PLC.
  • · The press release was furnished as Exhibit 99.1 to the Form 6-K filed on September 21, 2026.
  • · The filing does not disclose the principal amount, interest rate, maturity, or use of proceeds for the notes.
AXON ENTERPRISE, INC. 8-K neutral materiality 8/10

21-09-2026

Axon Enterprise priced a $1.0 billion offering of 0% convertible senior notes due 2031, with an option for underwriters to purchase an additional $150.0 million for over-allotments. The company expects net proceeds of approximately $986.0 million (or $1,134.3 million if the over-allotment is exercised in full), with $99.9 million allocated to pay the cost of capped call transactions and the remainder for general corporate purposes, including growth and potential acquisitions. The notes are convertible at an initial conversion price of approximately $652.06 per share, and the company entered into capped call transactions to reduce potential dilution.

  • · The notes mature on September 15, 2031, and are senior, unsecured obligations with no regular interest and no accretion.
  • · Axon may redeem the notes for cash on or after September 20, 2029, if the stock price reaches at least 130% of the conversion price for 20 trading days in a 30-day period.
  • · Holders may require repurchase on March 20, 2031, at 100% of principal plus accrued special interest.
  • · The capped call cap price of $1,049.94 represents a 137.5% premium over the last reported sale price of $442.08.
  • · Option counterparties may enter into cash-settled over-the-counter derivatives and purchase shares, which could affect the market price of Axon's stock or the notes.
  • · Forward-looking statements highlight risks including government contract cancellations, supply chain issues, and changes in regulations.
VNET Group, Inc. 6-K neutral materiality 3/10

21-09-2026

VNET Group, Inc. filed a Form 6-K with the SEC on September 21, 2026, announcing the closing of a previously disclosed strategic investment. The filing includes an Investor Rights Agreement dated May 13, 2026, with PJ Millennium I Limited and PJ Millennium II Limited, with certain competitively sensitive portions redacted. No financial terms or performance metrics were disclosed in this filing.

  • · The Investor Rights Agreement was entered into on May 13, 2026, and certain portions have been redacted as both not material and competitively harmful.
  • · The filing is a routine report of a foreign private issuer under Rule 13a-16 or 15d-16.
Qfin Holdings, Inc. 6-K neutral materiality 1/10

21-09-2026

Qfin Holdings, Inc. filed a Form 6-K with the SEC on September 21, 2026, attaching a press release as Exhibit 99.1. The filing is a routine foreign issuer report for the month of September 2026, signed by Director and CFO Alex Xu. No financial results or material events are disclosed in the filing itself, and the press release content is not provided.

  • · Filing type: Form 6-K (Report of Foreign Private Issuer)
  • · Commission file number: 001-38752
  • · Address: Building 1, No. 98 Qingyijiang Road, Putuo District, Shanghai 200331, People's Republic of China
  • · Exhibit 99.1 is a press release, but its content is not included in the filing text
Vertical Aerospace Ltd. 6-K positive materiality 5/10

21-09-2026

Vertical Aerospace Ltd. appointed Fabrice Brégier as a director and Board chair, effective September 21, 2026, increasing the Board from eight to nine directors. Mr. Brégier brings over three decades of aerospace, defense, and AI experience from Airbus and Palantir Technologies France. Ben Story, the interim chair, will remain as a non-executive director. The appointment was proposed by Mudrick Capital Management L.P. under its director appointment rights.

  • · Fabrice Brégier served as CEO of Airbus Commercial Aircraft (2012-2016) and COO of Airbus Group (2017-2018).
  • · He was President of Palantir Technologies France from 2018 to 2024.
  • · He currently serves as non-executive director of Safran SA and ENGIE SA, and chair of SCOR SE.
  • · The appointment was effective September 21, 2026.
GRUPO TELEVISA, S.A.B. 6-K neutral materiality 1/10

21-09-2026

This is a routine SEC Form 6-K filing for Grupo Televisa, S.A.B. dated September 21, 2026, signed by Legal Vice President and General Counsel Luis Alejandro Bustos Olivares. The filing contains no substantive business updates, financial data, or operational changes beyond the basic registrant information.

Leader's Advantage Acquisition Corp. 424B4 neutral materiality 8/10

21-09-2026

Leader's Advantage Acquisition Corp., a blank check company, priced its initial public offering of 15,000,000 units at $10.00 per unit, raising $150,000,000. The sponsor purchased 4,312,500 Class B ordinary shares for $25,000, resulting in immediate and substantial dilution to public shareholders. The company has not yet selected a business combination target, and the offering includes a 45-day over-allotment option for up to 2,250,000 additional units.

  • · The sponsor purchased 4,312,500 Class B ordinary shares for $25,000, implying a nominal price per share of approximately $0.0058.
  • · Up to 562,500 of the sponsor's Class B shares are subject to surrender for no consideration after the offering.
  • · The sponsor committed to purchase 1,750,000 warrants at $2.00 per warrant ($3,500,000 aggregate) in a private placement closing with the offering.
  • · The company may issue additional Class A shares upon conversion of Class B shares at a ratio greater than one-to-one due to anti-dilution provisions, potentially increasing dilution.
  • · Public shareholders holding 15% or more of the shares sold in the offering may be restricted from redeeming more than 15% without prior consent, but can still vote all their shares.
  • · The company may enter into non-redemption or forward-purchase agreements that could limit other shareholders' ability to object to a business combination.
  • · The sponsor's nominal purchase price for founder shares will cause immediate and substantial dilution to public shareholders.
  • · The company has not yet selected a business combination target and no substantive discussions have been initiated.
Central North Airport Group 6-K neutral materiality 3/10

21-09-2026

OMA (Central North Airport Group) issued a 6-K filing responding to a Mexican Stock Exchange inquiry regarding unusual trading volume. The company stated it has no knowledge of any event causing the volume breach, confirmed that no board members or executives participated in the trading movements, and noted that its repurchase program was inactive during the period. OMA reiterated its commitment to disclose any relevant future information.

  • · OMA is listed on the Mexican Stock Exchange (OMA) and NASDAQ Global Select Market (OMAB).
  • · Since December 2022, OMA has been part of VINCI Airports.
  • · The company operates 13 international airports across nine states in central and northern Mexico.
  • · OMA employs over 1,200 people.
  • · The filing was made for the month of September 2026, dated September 18, 2026.
BrasilAgro - Brazilian Agricultural Real Estate Co 6-K mixed materiality 8/10

21-09-2026

BrasilAgro filed a management proposal for its Annual and Extraordinary General Meeting (AGM-EGM) to be held on October 21, 2026. Key items include approval of financial statements for FY2026 (ended June 30, 2026), distribution of R$30 million in interim dividends (R$0.3012 per share), and the merger of wholly-owned subsidiary Agrifirma Agro Ltda. into the Company. However, the Company reported a net loss of R$90.0 million for FY2026, and shareholders' equity declined 7% to R$2,025.3 million, reflecting the loss and prior dividend payments.

  • · The merger of Agrifirma Agro Ltda. will not result in an increase in BrasilAgro's capital stock because the Company already holds all of Agrifirma's capital stock.
  • · The Merger is expected to become effective on October 31, 2026, subject to shareholder approval.
  • · The Company reported a net loss for FY2026, which exempts it from providing certain information under CVM Resolution 81/22.
  • · The proposed aggregate compensation limit for administrators increased substantially from the prior year, attributed to inflationary adjustment.
  • · The Board of Directors' vote on the compensation limit included a dissenting vote.
  • · The Company derecognized receivables and re-incorporated 2,218.5 usable hectares as investment properties at fair value of R$47.1 million due to termination of a sale agreement for Fazenda Rio do Meio.
  • · Third-party capital to total capital ratio increased from 43% to 45% YoY, while equity to total capital decreased from 57% to 55%.
BrasilAgro - Brazilian Agricultural Real Estate Co 6-K neutral materiality 6/10

21-09-2026

BrasilAgro has called an Annual and Extraordinary General Meeting for October 21, 2026, to be held digitally. Key agenda items include approving financial statements for FY ended June 30, 2026, distributing BRL 30 million in interim dividends, and voting on the merger of Agrifirma Agro Ltda. into the company.

  • · Meeting will be held exclusively in digital format via the 'Ten Meetings' platform.
  • · Shareholders must register by October 19, 2026 to participate virtually.
  • · Remote voting ballots must be submitted by October 17, 2026.
  • · The merger of Agrifirma Agro Ltda. will be based on an appraisal report at book value prepared by Athros Auditores Independentes.
Ryde Group Ltd 6-K negative materiality 8/10

21-09-2026

Ryde Group Ltd disclosed two legal proceedings: a Cayman Islands shareholder petition seeking a buyout of shares at fair value (or winding up in the alternative) and a putative U.S. securities class action covering March 6, 2024 to September 11, 2024. The company states the Cayman proceedings are not currently material and that it will actively defend the class action, with a lead plaintiff deadline of November 9, 2026. No financial impact or quantitative estimates have been provided.

  • · Cayman Islands shareholder petition seeks purchase of remaining shares at fair value, with winding up as alternative relief.
  • · U.S. securities class action filed in Southern District of New York; class period is March 6, 2024 to September 11, 2024.
  • · Lead plaintiff deadline for the class action is November 9, 2026.
  • · Company states Cayman proceedings are at an early stage, no findings made, no liquidator appointed, and operations unaffected.
  • · Company intends to engage litigation counsel and actively defend the class action.
  • · Disclosure made voluntarily ahead of extraordinary general meeting on September 29, 2026.
Orion180 Insurance Group Inc. 424B4 mixed materiality 9/10

21-09-2026

Orion180 Insurance Group Inc. priced its initial public offering of 20,000,000 shares of Class A common stock at $12.00 per share, raising $224.4 million in net proceeds before expenses. The stock will list on Nasdaq under the symbol 'OIG'. Post-offering, founder and CEO Kenneth Gregg will hold 93.9% of voting power through Class B shares (10 votes each), making the company a 'controlled company' exempt from certain Nasdaq governance rules.

  • · The IPO price is $12.00 per share, with underwriting discounts of $0.78 per share.
  • · The underwriters have a 30-day option to purchase up to an additional 3,000,000 shares.
  • · Orion180 is an 'emerging growth company' under the JOBS Act and will use reduced public company reporting requirements.
  • · The company will have two classes of common stock: Class A (1 vote per share) and Class B (10 votes per share, convertible to Class A).
  • · Kenneth Gregg will be the sole holder of Class B common stock post-offering, controlling 93.9% of voting power (93.4% if the overallotment option is exercised in full).
  • · The company will be a 'controlled company' under Nasdaq rules, exempt from certain corporate governance requirements.
  • · The prospectus includes non-GAAP financial measures such as Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA margin.
  • · The company's business includes E&S homeowners insurance, admitted homeowners insurance, and ancillary products like IoT devices and claims management services.
Profusa, Inc. 8-K neutral materiality 7/10

21-09-2026

Profusa, Inc. held a Special Meeting of Stockholders on September 18, 2026, where shareholders approved a reverse stock split proposal (1-for-2 to 1-for-12) with 262,920 votes for, 17,360 against, and 7,610 abstentions. The meeting also approved an adjournment proposal with 264,664 votes for, 15,328 against, and 7,898 abstentions. The reverse stock split is intended to help the company regain compliance with Nasdaq listing requirements, though the company's stock price has been under pressure.

  • · The reverse stock split ratio range is 1-for-2 to 1-for-12, with the exact ratio to be determined by the Board of Directors without further stockholder approval.
  • · The reverse stock split must be effected within two years of the meeting date.
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.
  • · The company's common stock trades on Nasdaq under the symbol PFSA.
  • · The company's principal executive offices are located at 626 Bancroft Way, Suite A, Berkeley, CA 94710.
Volato Group, Inc. 8-K neutral materiality 6/10

21-09-2026

Volato Group, Inc. entered into an Executive Services Agreement with Christopher M. Ensey, its CEO, effective September 11, 2026, following the company's merger with Alignment Engine Inc. The agreement provides an annual fee of $400,000 and a performance-based restricted stock award of 5% of fully diluted capitalization, tied to ambitious market capitalization and contracted capacity milestones. No prior-period comparisons are available as this is a new arrangement, and the filing does not disclose any negative or flat metrics.

  • · CEO is engaged as an independent contractor, not an employee, and is not eligible for employee benefit plans.
  • · CEO will perform services principally from Puerto Rico.
  • · Restricted stock award requires stockholder approval of a new equity incentive plan at the next annual meeting.
  • · Vesting of restricted shares is tied to both market capitalization and contracted capacity milestones, with no acceleration upon a Change in Control unless a capacity milestone is met.
  • · CEO must sell vested shares only under a Rule 10b5-1 trading plan.
  • · Termination payment is 24 months of annual fee, subject to return of property and release agreement.
CBIZ, Inc. DEFM14A neutral materiality 8/10

21-09-2026

CBIZ, Inc. has filed a definitive proxy statement (DEFM14A) for a special meeting of stockholders to be held on October 27, 2026, to vote on the proposed merger with Viking ParentCo, Inc. (Parent) and its wholly owned subsidiary Viking MergerCo, Inc. The merger, unanimously approved by CBIZ's board, would result in CBIZ becoming a wholly owned subsidiary of Parent. Stockholders will also vote on a non-binding advisory proposal regarding merger-related compensation and an adjournment proposal. The board recommends voting FOR all proposals.

  • · Special meeting to be held virtually on October 27, 2026 at 8:00 a.m. Eastern Time.
  • · Record date for stockholders is September 16, 2026.
  • · Merger Agreement dated July 28, 2026.
  • · Proxy statement dated September 18, 2026 and first mailed on or about that date.
  • · Stockholders have appraisal rights under Delaware law.
  • · Voting instructions must be received by 11:59 p.m. Eastern Time on October 26, 2026.
  • · CBIZ originally incorporated as 'Stout Associates, Inc.' on June 16, 1987.
FARADAY FUTURE INTELLIGENT ELECTRIC INC. S-3/A mixed materiality 7/10

21-09-2026

Faraday Future Intelligent Electric Inc. filed Amendment No. 1 to its Form S-3 shelf registration statement, seeking to offer and sell up to $300,000,000 of securities from time to time. The filing highlights the company's shift toward its FF 92 upgrade program, FX Super One, and early-stage robotics commercialization, which has begun initial product deliveries and non-refundable deposits. However, the prospectus reiterates significant risks, including material weaknesses in internal controls, ongoing SEC and DOJ investigations, and uncertainty around market acceptance and capital efficiency.

  • · The filing is an amendment to a shelf registration statement, not a new offering; specific terms will be provided in prospectus supplements.
  • · The company's robotics business entered early commercialization during the six months ended June 30, 2026, with initial deliveries and non-binding pre-orders backed by non-refundable deposits.
  • · Risk factors include ongoing SEC and DOJ investigations and material weaknesses in internal control over financial reporting.
  • · The company's Class A Common Stock trades on Nasdaq under the ticker 'FFAI'.
Qorvo, Inc. 425 neutral materiality 7/10

21-09-2026

Skyworks Solutions has extended the expiration date of its exchange offers for Qorvo's senior notes to September 25, 2026, as part of its pending merger to acquire Qorvo. As of September 18, 91.25% of the 2029 notes ($775.7M out of $850M) and 93.33% of the 2031 notes ($653.3M out of $700M) have been validly tendered, indicating strong bondholder participation. The merger is expected to close within the calendar year, though completion is not guaranteed.

  • · The exchange offers are conditioned upon the closing of the merger; however, the merger is not conditioned upon the results of the exchange offers.
  • · Settlement is expected no earlier than the second business day after the merger closing date.
  • · Goldman Sachs & Co. LLC is acting as dealer manager for the exchange offers.
Premier Financial Group 13F-HR neutral materiality 5/10

21-09-2026

Premier Financial Group filed its 13F-HR for the period ending June 30, 2026, reporting $497.3 million in total disclosed equity holdings. The portfolio is heavily weighted toward Dimensional ETFs, which account for the majority of the reported value, alongside significant individual positions in Caterpillar ($4.0M), Redwood Capital Bancorp ($4.0M), and NVIDIA ($1.6M). The filing provides a snapshot of the firm's equity holdings as of mid-2026, but does not include prior-period data for comparison.

  • · The filing reports 243 equity holdings with a total market value of $497,292,738.
  • · The largest single position is Dimensional U.S. Small Cap ETF at $97,039,984 (1,178,528 shares).
  • · Other major Dimensional ETF positions include U.S. Targeted Value ETF ($82,678,521), US Large Cap Value ETF ($45,010,904), International Value ETF ($37,891,371), and Emerging Markets Core Equity 2 ETF ($24,436,014).
  • · Notable individual stock positions include Caterpillar ($4,029,582), Redwood Capital Bancorp ($4,028,475), NVIDIA ($1,621,129), Microsoft ($1,045,575), and Tesla ($773,483).
  • · The portfolio includes a mix of large-cap, small-cap, value, international, and emerging market ETFs, along with individual equities across various sectors.
  • · No prior-period comparison data is available in this filing.
CEMEX SAB DE CV 6-K neutral materiality 3/10

21-09-2026

Cemex informed the Mexican Stock Exchange that it is unaware of the causes behind unusual trading volumes in its CPO securities on September 18, 2026, attributing the movements to market conditions. The company also stated it has no knowledge of any transactions by shareholders, board members, or senior management that could be related to the unusual volumes. Cemex will disclose any additional information by the next business day if identified.

  • · The filing is a 6-K report for September 2026, referencing unusual volume movements on September 18, 2026.
  • · Cemex cited Article 53 of the General Provisions Applicable to Securities Issuers and Other Market Participants in Mexico.
  • · The company also referenced Article 106 of the Securities Market Law and Article 50 of the General Provisions.
Solidion Technology Inc. 8-K neutral materiality 3/10

21-09-2026

Solidion Technology Inc. (STI) announced a leadership restructuring effective September 16, 2026, appointing CEO Jaymes Winters as Chairman of the Board and Director Mark N. Schwartz as Lead Independent Director. The changes aim to strengthen governance and align strategic execution, while Dr. Bor Jang steps down as Chairman but remains a Director. No financial results or operational metrics were disclosed in this filing.

  • · Dr. Bor Jang, former Chairman, remains a Director and is recognized for his contributions to the company's IP and technology portfolio.
  • · Solidion holds over 385 patents.
  • · The company has pilot production facilities in Dayton, Ohio, and is headquartered in Dallas, Texas.
  • · Solidion's core business includes battery materials manufacturing and next-generation batteries for AI data center UPS systems and electric vehicles.
Fast Finance Pay Corp. S-1/A mixed materiality 9/10

21-09-2026

Fast Finance Pay Corp. filed an S-1/A registration statement for an IPO of 3,750,000 shares of common stock at an assumed price of $4.00 per share, with net proceeds to the company estimated at $12.5M ($14.6M if the underwriters' over-allotment is exercised in full). The company is a 'controlled company' with approximately 98% voting power held by two insiders (Ole Jensen and Armin Dartsch), and its independent auditor has expressed substantial doubt about its ability to continue as a going concern. While revenue growth has increased in recent years, the company warns that growth has fluctuated and may slow or decline, and it does not anticipate paying dividends in the foreseeable future.

  • · The company is an 'emerging growth company' and 'smaller reporting company' under the JOBS Act, allowing reduced disclosure obligations.
  • · The independent auditor's reports for fiscal years 2025 and 2024 contain a going concern explanatory paragraph.
  • · The company intends to apply to list on NYSE American under symbol 'FFPP'; currently quoted on OTCQB.
  • · A 1-for-40 reverse stock split was effected on January 27, 2025, reducing outstanding shares from 1,101,376,800 to 27,534,420.
  • · On February 11, 2025, the company issued 100,000 shares of Series G Convertible Preferred Stock at $2.50 per share; these shares currently control the company.
  • · On November 7, 2025, subsidiary OK.de entered an agreement with Creative Cloud AG to provide banking and debit card processing services for EU and UK end-users.
  • · The company has granted underwriters a 30-day over-allotment option for up to 562,500 additional shares.
  • · Representative's Warrants to purchase up to 262,500 shares (or 301,875 if over-allotment exercised) are being issued as underwriting compensation.
  • · Lock-up agreements for directors, officers, and 5%+ holders extend for six months from the prospectus date.
  • · The company does not anticipate paying cash dividends in the foreseeable future.
TIM S.A. 6-K neutral materiality 6/10

21-09-2026

TIM S.A. (TIM Brasil) disclosed that Poste Italiane S.p.A. completed a voluntary public tender offer for Telecom Italia S.p.A. (TI) shares, acquiring approximately 66.627% of TI's share capital and becoming the indirect controlling shareholder of TIM Brasil. The initial acceptance period settlement occurred on September 18, 2026, and a reopened acceptance period is scheduled from September 21 to September 25, 2026. No financial impact on TIM Brasil's operations was disclosed.

  • · Poste Italiane's aggregate interest in Telecom Italia corresponds to approximately 66.627% of TI's share capital.
  • · Settlement of consideration for shares tendered during the initial acceptance period occurred on September 18, 2026.
  • · The acceptance period will be reopened from September 21 through September 25, 2026.
  • · The original notice to the market was published on March 23, 2026.
Mako Mining Corp. 6-K neutral materiality 2/10

21-09-2026

Mako Mining Corp. filed a Form 6-K with the SEC on September 18, 2026, announcing equity incentive grants. The filing, signed by CEO Akiba Leisman, does not disclose the specific number of grants, recipients, or vesting terms, making it a routine corporate governance disclosure.

  • · The filing is a Form 6-K under Rule 13a-16 or 15d-16.
  • · Commission File Number: 001-43201.
  • · The company's principal executive office is in Vancouver, British Columbia, Canada.
  • · The company files annual reports under Form 40-F.
Yum China Holdings, Inc. 4 neutral materiality 2/10

21-09-2026

Controller and PAO Lu Xueling was awarded 10 Restricted Stock Unit.

  • · Controller and PAO Lu Xueling was awarded 10 Restricted Stock Unit
  • · Controller and PAO Lu Xueling was awarded 17 Restricted Stock Unit
  • · Controller and PAO Lu Xueling was awarded 27 Restricted Stock Unit
Sea Ltd 4 negative materiality 6/10

21-09-2026

CPO, Shopee Chen Jingye sold 20,633 Class A ordinary shares at $101.88 (~$2.1M). 6 transactions reported in total. Chen Jingye holds 60,000 shares after the transaction. Trades executed under a Rule 10b5-1 plan.

  • · CPO, Shopee Chen Jingye sold 18,691 Class A ordinary shares at $101.23 (~$1.89M)
  • · CPO, Shopee Chen Jingye sold 10,409 Class A ordinary shares at $101.90 (~$1.06M)
  • · CPO, Shopee Chen Jingye sold 900 Class A ordinary shares at $103.01 (~$92.7K)
  • · CPO, Shopee Chen Jingye sold 4,262 Class A ordinary shares at $100.24 (~$427K)
  • · CPO, Shopee Chen Jingye sold 5,105 Class A ordinary shares at $101.10 (~$516K)
  • · CPO, Shopee Chen Jingye sold 20,633 Class A ordinary shares at $101.88 (~$2.1M)
Yum China Holdings, Inc. 4 neutral materiality 3/10

21-09-2026

Chief Legal Officer LIU Pingping was awarded 1 Restricted Stock Unit. 4 transactions reported in total.

  • · Chief Legal Officer LIU Pingping was awarded 1 Restricted Stock Unit
  • · Chief Legal Officer LIU Pingping was awarded 9 Restricted Stock Unit
  • · Chief Legal Officer LIU Pingping was awarded 25 Restricted Stock Unit
  • · Chief Legal Officer LIU Pingping was awarded 49 Restricted Stock Unit
Yum China Holdings, Inc. 4 neutral materiality 3/10

21-09-2026

Chief Financial Officer Ding Adrian was awarded 22 Restricted Stock Unit. 4 transactions reported in total.

  • · Chief Financial Officer Ding Adrian was awarded 22 Restricted Stock Unit
  • · Chief Financial Officer Ding Adrian was awarded 45 Restricted Stock Unit
  • · Chief Financial Officer Ding Adrian was awarded 43 Restricted Stock Unit
  • · Chief Financial Officer Ding Adrian was awarded 134 Restricted Stock Unit
Hesai Group 4 neutral materiality 5/10

21-09-2026

Chief Financial Officer Fan Peng exercised/converted 50,000 American depositary shares. Fan Peng holds 98,000 shares after the transaction.

  • · Chief Financial Officer Fan Peng exercised/converted 50,000 American depositary shares
  • · Chief Financial Officer Fan Peng exercised/converted 50,000 Restricted share units
Li Auto Inc. 6-K neutral materiality 1/10

21-09-2026

Li Auto Inc. filed a Form 6-K with the SEC for September 2026, attaching Next Day Disclosure Returns for each trading day from September 14 to September 18, 2026. The filing is a routine regulatory submission by a foreign private issuer and does not contain any financial results, material events, or operational updates.

  • · The filing includes five Next Day Disclosure Returns covering September 14-18, 2026.
  • · No financial data, performance metrics, or material corporate actions are disclosed in this filing.
KE Holdings Inc. 6-K neutral materiality 1/10

21-09-2026

KE Holdings Inc. (BEKE) filed a Form 6-K with the SEC for September 2026, attaching Next Day Disclosure Returns dated September 14, 15, 16, and 17, 2026. The filing is a routine foreign issuer report and does not contain any financial results, material transactions, or operational updates.

  • · The filing includes four Next Day Disclosure Returns covering September 14-17, 2026.
  • · No financial figures, business updates, or material events are disclosed in the filing.
Bioceres Crop Solutions Corp. 6-K negative materiality 8/10

21-09-2026

Bioceres Crop Solutions Corp. (BIOX) disclosed that on September 18, 2026, the Supreme Court of New York granted plaintiffs' motion for summary judgment on damages in the Jasper Lake Ventures lawsuit, awarding damages including per diem interest from July 23, 2026, plus $1.4 million in costs and attorneys' fees. The company and guarantor defendants intend to appeal the ruling, creating near-term legal and financial uncertainty.

  • · The Court granted Plaintiffs' motion for summary judgment on damages (Motion Seq. 011) in the case Jasper Lake Ventures One LLC, et al. v. Bioceres Crop Solutions Corp., et al., Index No. 659704/2025.
  • · Per diem interest accrues from July 23, 2026, until judgment is entered.
  • · The award is owed jointly and severally by all Defendants, including Guarantor Defendants.
  • · The Company intends to appeal the ruling.
Yum China Holdings, Inc. 4 neutral materiality 3/10

21-09-2026

General Manager, Pizza Hut Kuai Jeff was awarded 33 Restricted Stock Unit.

  • · General Manager, Pizza Hut Kuai Jeff was awarded 33 Restricted Stock Unit
  • · General Manager, Pizza Hut Kuai Jeff was awarded 60 Restricted Stock Unit
  • · General Manager, Pizza Hut Kuai Jeff was awarded 82 Restricted Stock Unit
Yum China Holdings, Inc. 4 neutral materiality 2/10

21-09-2026

General Manager, KFC Wang Warton was awarded 44 Restricted Stock Unit.

  • · General Manager, KFC Wang Warton was awarded 44 Restricted Stock Unit
  • · General Manager, KFC Wang Warton was awarded 88 Restricted Stock Unit
  • · General Manager, KFC Wang Warton was awarded 147 Restricted Stock Unit
Yum China Holdings, Inc. 4 neutral materiality 3/10

21-09-2026

Chief Technology Officer Zhang Leila was awarded 22 Restricted Stock Unit.

  • · Chief Technology Officer Zhang Leila was awarded 22 Restricted Stock Unit
  • · Chief Technology Officer Zhang Leila was awarded 35 Restricted Stock Unit
  • · Chief Technology Officer Zhang Leila was awarded 49 Restricted Stock Unit
Yum China Holdings, Inc. 4 neutral materiality 4/10

21-09-2026

Chief Supply Chain Officer HUANG Duoduo (Howard) was awarded 22 Restricted Stock Unit.

  • · Chief Supply Chain Officer HUANG Duoduo (Howard) was awarded 22 Restricted Stock Unit
  • · Chief Supply Chain Officer HUANG Duoduo (Howard) was awarded 42 Restricted Stock Unit
  • · Chief Supply Chain Officer HUANG Duoduo (Howard) was awarded 76 Restricted Stock Unit
NEWS CORP 8-K neutral materiality 3/10

21-09-2026

News Corp disclosed its ongoing stock repurchase program via an 8-K filing, reiterating authorization to buy back up to $1 billion in aggregate of its Class A and Class B common stock. The filing includes daily transaction disclosures provided to the Australian Securities Exchange (ASX) as required by ASX rules. No specific repurchase activity or financial results are reported in this filing.

  • · The repurchase program covers both Class A Common Stock (ticker NWSA) and Class B Common Stock (ticker NWS), both listed on The Nasdaq Global Select Market.
  • · The Company is required to provide daily disclosure of repurchase transactions to the ASX, with copies attached as Exhibits 99.1 and 99.2.
  • · The filing includes forward-looking statements regarding the Company's intent to repurchase shares from time to time, subject to market conditions, securities laws, and alternative investment opportunities.
Kingsoft Cloud Holdings Ltd 6-K neutral materiality 3/10

21-09-2026

Kingsoft Cloud Holdings Limited filed its 2026 Interim Report on Form 6-K with the SEC on September 21, 2026, covering the first half of the fiscal year. The filing, signed by CFO Yi Li, provides interim financial results and operational updates for the period. No specific financial figures were disclosed in the filing text, limiting quantitative analysis.

  • · Filing date: September 21, 2026
  • · Commission file number: 001-39278
  • · Address: Building D, Xiaomi Science and Technology Park, No. 33 Xierqi Middle Road, Haidian District, Beijing, 100085, China
  • · Exhibit 99.1 contains the 2026 Interim Report
US Elemental Inc. S-4/A neutral materiality 9/10

21-09-2026

US Elemental Inc. filed Amendment No. 3 to Form S-4 on September 21, 2026, which includes a proxy statement/prospectus for an extraordinary general meeting of Constellation Acquisition Corp I (CSTA) shareholders to approve a business combination. The aggregate consideration is based on an equity value of $500 million, and the combined company will hold the McDermitt Lithium Project via HiTech Minerals Inc., a wholly owned subsidiary of Jindalee Lithium Limited (ASX: JLL). A minimum cash condition of $14 million must be met at closing, and Antarctica Holder has committed $4.0 million in financing consisting of $1.55 million in HiTech Series A Preferred Stock and a $2.5 million commitment for equity-linked securities.

CCH Holdings Ltd 4 neutral materiality 7/10

21-09-2026

Chairman and CEO and COO Goh Kok E disposed to the issuer 347,500 Class A Ordinary Shares. Goh Kok E holds 347,500 shares after the transaction.

  • · Chairman and CEO and COO Goh Kok E disposed to the issuer 347,500 Class A Ordinary Shares
  • · Chairman and CEO and COO Goh Kok E was awarded 347,500 Class B Ordinary Shares
CCH Holdings Ltd 4 neutral materiality 6/10

21-09-2026

Co-CEO Hsu Hui-Chen disposed to the issuer 1,319,500 Class A Ordinary Shares. Hsu Hui-Chen holds 1,319,500 shares after the transaction.

  • · Co-CEO Hsu Hui-Chen disposed to the issuer 1,319,500 Class A Ordinary Shares
  • · Co-CEO Hsu Hui-Chen was awarded 1,319,500 Class B Ordinary Shares
Yum China Holdings, Inc. 4 neutral materiality 4/10

21-09-2026

Chief Executive Officer Wat Joey was awarded 316 Restricted Stock Unit.

  • · Chief Executive Officer Wat Joey was awarded 316 Restricted Stock Unit
  • · Chief Executive Officer Wat Joey was awarded 505 Restricted Stock Unit
  • · Chief Executive Officer Wat Joey was awarded 612 Restricted Stock Unit
Guardian Metal Resources PLC 6-K neutral materiality 3/10

21-09-2026

Guardian Metal Resources PLC reported drill results from its TP26 project, with significant tungsten and zinc intercepts. The best intersection was 91.95m @ 0.34% WO3 in hole TP26-046, including 12.70m @ 0.53% WO3. However, the overall grades are relatively low-grade tungsten mineralization, and the company has not provided any financial or operational context for these results.

  • · All intercepts are at a cut-off grade of >=0.04% WO3.
  • · Hole TP26-046 had the most significant intercept: 91.95m @ 0.34% WO3, 0.79% Zn, 4.13 ppm Ag, 0.049% Cu.
  • · The highest-grade WO3 intercept was 12.70m @ 0.53% WO3 in TP26-046.
  • · Hole TP26-044 had a 1.57m unsampled section, with the weighted average grade of the total downhole intersection being 23.86m @ 0.22% WO3.
Kosmos Energy Ltd. 8-K neutral materiality 1/10

21-09-2026

Kosmos Energy Ltd. filed a Form 8-K on September 21, 2026, under Item 7.01 for Regulation FD disclosure. The filing is signed by Neal D. Shah, Senior Vice President and CFO, and contains no substantive operational or financial details beyond the standard boilerplate language.

  • · The filing is an 8-K with no attached exhibit or press release content beyond the signature block, indicating it is likely a placeholder or cover for a separate disclosure.
  • · No financial figures, redemption notices, or substantive business updates were included in the filed content.

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